Usługa - Tworzenia spółki w Anglii

Camrose House, 2a Camrose Avenue, Edgware, Middlesex, HA8 6EGt: 0844 893 0808 f: 020 8952 0150 w: www.wisteriaformations.co.uk e: [email protected]

Wisteria Formations provide professional company incorporation services for as little as £24.99 We are part of Wisteria Chartered Accountants.

Introduction

Starting a new business is an exciting and often confusing time for many individuals. There are often many issues to consider even before you begin trading. For example, will you set up as a limited company, if so, who will be the directors and shareholders and what are their duties? Plus if I have decided that a limited company is right for me, what’s the best way to form my company?

ThisThis brief guide aims to help answer some of these questions as well as provide further details on some of the issues that may affect you when you have decided to set up your business. If you are in any doubt, Wisteria Formations qualified support team will be able to guide you through the process of incorporating your company and can answer any questions you may have.

Forming a Limited Company



Business Structure

Before setting up your business in any form it is important to ensure that you are using the most suitable structure for you. Below are explanations of some of the main types of structure.

A private limited company is a corporate structure in which the shareholder(s) own the businesses and their responsibility for company debt is limited to the amount they have invested in the company, i.e. limited liability. The company is run by a board of directors who act on behalf of the shareholders, although in most small businesses these may well be the same individual(s).

Sole traders and partnerships are structures in which a business is owned by a person or people, acting under their own name or using a 'trading name'. These people are fully liable for the company's debts and contracts and there is no distinction in law between the business and their own personal wealth i.e. unlimited liability. This means that their personal possessions are at risk.



How to Form your Limited Company

Once you have decided that trading as a limited company is the best way for you to operate there are three main ways to incorporate or form a company.

This is the cheapest way to go about setting up your company, however it is very time consuming. You will be required to fill in the forms manually and you will then have to have the forms signed in the presence of a suitably qualified person, such as a solicitor. The application process will also be slowed down by the time it takes to send the application to Companies House.

This is the fastest way to have your company set up, plus if you find the best Company Formation agent they will charge little more than doing the formation yourself. Their experience in formations means that they know exactly which forms to fill in and will do this for you and send them to Companies House. Furthermore they will be able to provide you with support and any extra products or services that you may require during or after incorporation.

This is by far the most expensive way to incorporate as an accountant or lawyer will charge for their time as well as the formation costs. As a result they will usually charge £100 - £350 to do this, however this is more reliable than carrying out the formation yourself.



What’s the Difference with an ‘Off the Shelf’ Company and Why Shouldn’t I use one?Off the shelf companies are those which have previously been incorporated by a formation agent. Directors and a company secretary will normally have been appointed and the company is generally dormant. When you purchase an off the shelf company, you will buy the shares in this company from the existing shareholder(s) and the formation agent will resign as a director and company secretary and you can then appoint the people you wish to take these roles.

TheThe main issue with off the shelf companies is that you will not know anything about the previous or future conduct of the officers of the company and as a result your company could be tarnished with their reputation or actions.

It is therefore normally advisable to set up a new limited company rather than purchase an off the shelf company.



Choosing a Formation AgentMany people, after reviewing their options, opt to use a company formation agent to form their company. This being said there are many formation agents offering what appears to be the same basic service so it is difficult to know which one to use.

Before you begin the process of setting up your company with a formation agent there are a few things you should consider:

Different formation agents offer a wide range of different products and services. Most will include the electronic versions of the company documents within their basic packages. When considering further services there are some important decisions, so you should probably have all of the details of your proposed company and what you want from your agent before you start the incorporation process. For a full list of services you may require see the Additional Products section below.

Packages are not for everyone as most people want different things when they are starting up - one size does not always 'fit-all'. Packages offer predetermined bundles of products and services which may not be what you're looking for.

Often when using a package system you are forced to buy products or services that you don't want in order to get those that you do want within the same package. This means that you are paying for services you may not want or need. This type of package arrangement is common with most formation agents.

HoweverHowever there is an easy solution to this problem. Some formation agents don't offer packages and allow you to simply pick which products or services you require. This tailor-made approach could save you money and you won't end up with more than you had originally decided to buy. Wisteria Formations (www.wisteriaformations.co.uk) is pleased to offer this flexibility to its clients.

Packages



A lot of businesses will be actively trading quite soon after they have been set up, so an important issue to consider is how and where to set up a bank account. Some formation agents will offer to help you start this process and the best formation agents will offer this service for free.

Some formation agents will offer free UK customer support which can greatly aid you when you are working through the online process. If you have little or no experience of company formations you may even want someone to stay on the telephone as you progress through the application to guide and explain when needed. Some agents, such as Wisteria Formations will be more than happy to do this. However beware of others who may have hidden charges for this additional support.

Under the Money Laundering Act 2007 it is a legal requirement for company formation agents to check the identity of their clients, under the risk based approach. The Association of Company Registration Agents recognises that this is important for consumers to choose an agent that complies with these rules. As a result you should make sure you pick a formation company that complies with these legal requirements.



Additional Products

Wisteria Formations and Wisteria Chartered Accountants offer a wide range of products and services both upon incorporation and when the company is trading. These include:

Official Printed Certificate of Incorporation - It is a legal requirement to have the name of the company displayed at the entrance to the company’s registered office. Therefore many people purchase an official printed certificate for this purpose. Also some banks like to see the official incorporation certificate when opening an account for a Company. This document is professionally printed on a specific type of card as prescribed by Companies House.

Company Register - It is usually convenient to have this in paper form, but there is no specific legal requirement to keep this in a paper format. However it must be accessible and up to date.

Bound Memorandum and Articles of Association: Banks may want to see the original version of these documents as well as other interested parties plus in future it is often useful to have the certainty of having this printed so that you can reference them when required.

Share Certificates – For evidence that shares have been issued, you may wish to acquire printed share certificates.

When incorporating your company, you are required to provide a UK address as the company’s registered office. If you live outside the UK or don’t want to use your residential address due to privacy issues, you may want to use the Wisteria’s registered office service. This means that you can use their registered office on the Companies House application and they will forward all mail to you. In addition, all statutory mail forwarding is included in the cost of the registered office service, although this is not the case for all company formation agents.



It is no longer a legal requirement for a private limited company to appoint a company secretary. However their role is very important. They must keep all of the documents up to date and make sure the company complies with all companies act requirements. Commonly where there is no company secretary either the directors take over this duty or a company will appoint a firm of professional advisers, such as Wisteria, to act as the company secretary. This offers the distinct advantage that the shareholders know that all company compliance matters are being dealt with as they should.

VAT registration may be required on a compulsory or voluntary basis. The compulsory rules come into effect depending on historic or future anticipated turnover of the company. Voluntary registration is very common for start-ups as this allows all systems to be put in place from day one, plus there are often presentation and image reasons for being VAT registered. Wisteria offers this service when you complete the online application.

Wisteria Chartered Accountants offer valuable extra services after incorporation, such as producing business plans, accounting and tax planning services. Wisteria’s staff will guide you through the pitfalls that you may encounter in the first few months and can build you a custom business plan to help you secure funding or measure your company’s financial performance.

As part of Wisteria Chartered Accountants, Wisteria Formations are pleased to be able to offer all clients a free hour our business planning meeting with a Chartered Accountant or Chartered Tax Adviser. This will give new businesses the chance to discuss a wide range of tax, business planning and accountancy questions, as well as highlighting potential areas for growth and improvement in the future.

This valuable service is only offered by a few Company Formation agents, including Wisteria Formations.



TM

Choosing Your Company NameOnce you have decided on a company name that you like, there are some factors that should be considered when deciding whether it is suitable to use it or not.

Before submitting your application to Companies House you should check that there isn’t someone already registered with the name you want or a similar name. If you are forming your company with Wisteria Formations when you fill in your company name the system will automatically check whether it is free or not. If there is already someone with the same name you will be unable to incorporate using that name and will need to think of a different one.

IfIf you want to check whether there is already someone registered with a similar name you can do this using the Companies House WebCheck service. If you register your company and there is already someone with a very similar name, they could take legal action against you claiming that you are “passing off” as them.

When you are forming your company you should also be aware that there are some words that Companies House deems sensitive. There are restrictions on such words meaning that you may be required to supply additional information to be able to use them. In some cases this is proof that your company will be acting in the way that the name describes, e.g. proof that you are working on a global scale if you have ‘international’ in your name, or you need approval from a certain establishment if you want to have the word “dentist” in your name. Before you proceed with your formation, make sure you have the proof required if necessary.

Most companies will want a website after they have been set up. Make sure that the URL (website address) that you want is available before you form your company otherwise you may need to change your name or your first choice of URL.



Most companies will want a website after they have been set up. Make sure that the URL (website address) that you want is available before you form your company otherwise you may need to change your name or your first choice of URL.

Some formation agents will offer free UK customer support which can greatly aid you when you are working through the online process. If you have little or no experience of company formations you may even want someone to stay on the telephone as you progress through the application to guide and explain when needed. Some agents, such as Wisteria Formations will be more than happy to do this. However beware of others who may have hidden charges for this additional support.



ShareholdingWhen you set up a limited company the number of shares you issue is entirely up to you as long as you have a minimum of one issued share. However before knowing how many you should issue there are some fundamental aspects of shares to understand.

You may decide to limit the number of shares in your Articles of Association however in the event that you have not done so you are free to continue issuing shares as you feel fit (subject of course to the usual directors and shareholder’s approval).

1) Shares issued must be whole numbers – i.e. 2.5 shares is not allowed.

2) Shares may be issued in joint names.

3) Shares may be issued to non-residents.

4) Shares may be issued to companies, trusts and partnerships.

5) You may wish to issue £0.01 shares if you want your shares to be sufficiently divisible.

6) Commonly companies will initially issue to subscribers 1 share to each shareholder.

7)7) In some cases, you may wish to strengthen the balance sheet of the Company by issuing a substantial amount of shares.

8) Shareholding becomes public information.



DirectorsEvery private limited company must have a minimum of one director and often most companies will have at least two. Having two directors will protect the company’s interest in the event of incapacity of the first director. Directors have a large number of duties ranging from how to act, to specific tasks which they must fulfill. Some of these are prescribed by law.

There are a number of general duties which apply to all company directors as laid out by the Companies Act 2006. These duties include acting within their authority, acting in a way which promotes the interests of the company and exercising reasonable care, skill and diligence. These duties are designed to guide the way that a director should act during the course of running the company. This protects the interests of any members, creditors, staff and clients.

There are also many specific statutory duties that a director must fulfill. Some of the main ones are:

Directors have a duty to act in accordance with any constitutional or contractual agreements, i.e. the Memorandum of Association, Articles of Association, Shareholder Agreements, Employment Agreements, Service Agreements, Staff Handbooks, Board Resolutions etc.

A director must first exercise judgment independently.

Directors have a duty to avoid conflicts of interest, or where one may arise to disclose this to non-conflicted directors and allow them to make the decision regarding the relevant transaction.

Directors must not accept benefits from third parties for being a director. Benefits cover both monetary and non monetary including for example, non-executive directorships and even corporate entertainment. However, a director will not be in breach of this duty if the acceptance of such benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.



Directors have a duty in law to act in good faith for the best interest of the company; to act properly; to not make secret profits; and to avoid conflicts of interest.

It is the duty of the director to manage the company with care. This generally means that decisions and actions should be taken that benefit the company. i.e. it may not be in the interest of the company to enter into a finance arrangement that the company cannot afford to maintain.

The directors are responsible for ensuring that compliance matters are dealt with both accurately and in a timely manner. This includes such things as registering with the Information Commissioner; taking out insurance; completing the Companies House annual return and maintaining the company register.

A director is responsible for the employment of his/her staff. This includes not only their contractual and statutory rights but also their general wellbeing and safety whilst at work. If certain health and safety offences are committed a director can be personally prosecuted.

Directors are responsible for calculating and accounting for the tax that falls due from the company (including PAYE, NIC, VAT, Duty and Corporation Tax). Penalties and fines can be levied for errors and fraudulent tax evasion can lead to criminal action.

The directors are responsible for ensuring that the company is trading whilst solvent. Once they know that the company is insolvent they can be committing a criminal offence. The director has a duty to minimize the potential losses of creditors if the company is in financial trouble, otherwise the director could be liable to prosecution.

When incorporating a limited company and appointing directors, care should be taken so that all directors are aware of the legal responsibilities placed upon them.



Non UK DirectorsIf you are a non-UK resident and wish to incorporate a UK limited company it is possible for you to do so with Companies House, but there are some factors you must consider.

Companies House requires the registered office address of the company to be in England or Wales, or Scotland if that is where your company is be incorporated. This does not have to be your residential address, so it is not an issue if you do not live in the UK. Many organisations provide a registered office service, such as accountants, lawyers or your company formation agent. They may forward your mail to you and allow you to use their address with Companies House for a fee.

OnceOnce your company has been formed it will be subject to UK Corporation Tax. As a director of a UK company, you are also required by law to prepare a personal self assessment tax return in the UK on an annual basis.

ItIt is usually necessary to open a bank account for your business. As UK banks must comply with Money Laundering Regulations they may require you to visit the branch in order to comply with these laws. This means that if there is no branch in your country of residence you may be required to visit the UK in order to do this. However most of the major UK banks have world-wide affiliations with other international banks that will check your documentation on their behalf in your country of residence.

EspeciallyEspecially for those companies that are managed by overseas directors it is strongly advisable to appoint a qualified professional to carry out the Company Secretarial role. This is to ensure that compliance matters are dealt with accurately and promptly.



Company SecretaryA private limited company no longer needs to appoint a company secretary by law. If you choose not to, a director of the limited company can carry out the tasks of a company secretary themselves. However, the secretary has a very important role within a limited company, which does vary depending upon the size of and specific roles set out by the company, but most have similar obligatory responsibilities.

TheThe job of the company secretary is to make sure a wide range of paperwork and administration is carried out properly, spanning statutory requirements set out by Companies House, to keeping the company registers updated, arranging board and shareholder meetings and writing minutes. The company secretary can also have a role acting as an advisor to the directors of a company, adding extra support.

WithWith the new statutory requirements for limited companies, an external Chartered Accountant, or Solicitor tend to have the experience to provide this service. This is not only extremely beneficial to avoid late penalty fees, but also ensures that compliance matters are dealt with efficiently which ultimately saves your company money and hassle. The existing experience of the external Company Secretary also means that you can safely rely on the Company Secretary for advice and support within the ever-changing legal and regulatory landscape.

IfIf you decide to carry out the role yourself it is crucial that you fully understand the duties that you will have to fulfill.



Company AddressesWhen setting up a limited company there are three types of address that you will be asked to provide. These are the registered office of the company and the residential and service address for each director.

A registered office is the official address of the company where all official correspondence should be sent. This includes letters from Companies House, HM Revenue & Customs and any other official correspondence that may be sent to the company. For a UK limited company the registered office must be a valid address within England or Wales, or alternatively Scotland if that is where your company is going to be incorporated.

IfIf you are going to be a small start-up company, using your home address may seem to be the best choice at first glance, as the post addressed to your company will reach you swiftly and you do not have to rely upon someone else to pass it on to you. However the registered office address is an address which is easily accessible and publically available, meaning that anyone who wants to can easily find it. This includes customers and suppliers. Whilst you would hope to avoid it, any disagreement with one of these groups could mean that they turn up at your home address, even outside of business hours or at weekends.weekends. Therefore careful consideration should be given before deciding to choose your home address at the company’s registered office.

By using a different address as your registered office address you will be able to protect your privacy. In most circumstances, it is usual to use your company formation agent or accountant’s address as your registered office. They will then forward on your post and it will be their address which is publically available.

When setting up a new limited company you will be asked to provide your residential address. This will not be on any public records and will purely be used by credit referencing agencies and public authorities.

The service address is the address that will be publically available for individual directors to be reached at. This can be the registered office address of the company, your residential address or another suitable address. An advantage of using the registered office address as your service address is that you can ensure that your privacy is protected on the condition that the registered office is not your residential address.

ResidentialAddress

ServiceAddress

RegisteredOffice



After FormationAfter your new company has been formed there are many more issues to consider. These include:

It is the responsibility of the company secretary to ensure that the annual return is completed every year. If you have decided to carry out the company secretarial role yourself it will therefore be your responsibility to complete this task. However you can still decide to outsource the role of company secretary to professionals who can ensure that the return is completed and submitted swiftly and without incurring penalties.

You are required by law to file annual accounts with Companies House every year after your incorporation. This can be done yourself, however they are generally more complex than the accounts of a sole trader due to additional legal and regulatory requirements. If you want a Chartered Accountant to carry out the task for you it is best to engage them soon after incorporation to make sure that you are keeping sufficient records so that accurate accounts can be produced when the time comes.

VAT registration may be compulsory or voluntary, depending on the level of a business’s current or future turnover. A company can only be registered if it is either currently making taxable supplies (sales where VAT would apply) or intends to make taxable supplies in the future. If you require help registering for VAT a Chartered Accountant or Tax Adviser can help you with this service.

After you have incorporated your new private limited company you may need to employ some staff or at least pay a salary to the directors. If this is the case you will need to operate Pay As You Earn (PAYE) tax deductions on their wages. This is so that you withhold the correct amount of tax and National Insurance from their salaries, which you will then pay over to HM Revenue and Customs (HMRC). A Chartered Accountant or Tax Adviser can advise you on payroll matters and can help you to implement a payroll system.



Business PlanningEven before your company formation is complete you will need a business plan to help determine whether your business is viable and to pre-empt any problems that may arise. You then need to ensure that you have a comprehensive business plan at all of the stages of growth that your company will go through.

When your business is just an idea it is important to have a business plan to expand on this basic idea and plan how you aim to progress it to a viable business. Business planning will include establishing what initial resources you will need and how you expect to deploy them.

YYou may need financial support from the bank or “friends and family” In which case you will need a business plan to enable you to communicate your concept. At this stage it is strongly advisable to consider incorporating a company.

With a legal entity, a business concept and sufficient funds you are now in a position to refine your plan and examine in detail areas such as your overheads, marketing plan, customer base, operational processes and corporate governance.

EvenEven as the company progresses you should constantly re-evaluate your plans and realign them based on your personal objectives, the economic climate and market conditions.

Wisteria Chartered Accountants offer the service of helping you to prepare a business plan for your business.



Where Can I go for More Help?

They can provide advice on the incorporation process, what information you will need and what you will need to think about. In addition, they can guide you through the whole process of setting up your Limited Company.

They are providing a large amount of detailed information in relation to the incorporation and on-going requirements placed on companies and their officers.

A government organisation offering information on a wide range of business topics, including starting-up, legal and tax issues and other things you should consider.

Usługa - Tworzenia spółki w Anglii

Documents

limited company camrose

company debt

private limited company

camrose avenue

limited companyonce

new business

business structurebefore

wisteria chartered accountants